Board of Trustees Bylaws

ARTICLE II. BOARD OF TRUSTEES

Section 2.1 Duties and Powers. The Board of Trustees shall have and exercise all of the corporate powers of the University provided by law. The function of the Board shall be the making of policy, the assurance of sound management and active participation in the provision of necessary funds for approved University plans and programs. The Board has initial and ultimate responsibility in determining general, educational, financial and related policies deemed necessary for the administration and development of the University in accordance with its stated purposes and goals for the education of deaf and hard of hearing persons. The Board shall, but without limitation:

Elect a President and a Treasurer of the University.

Approve an annual operating budget for the University.

Prepare and submit an annual report to the Secretary of Education and the appropriate com-mittees of Congress not later than 100 days after the end of each fiscal year.

Determine, review and evaluate programs and functions of the University consistent with the spirit and intent of the Acts of Congress and policies of the Board.

Approve the addition or deletion of major academic programs, degrees, departments of instruction and major non-academic programs by the University or any of its departments.

Provide for the establishment of policies regarding conditions of employment, including salary, benefits and schedules for all employees, and policies regarding appointment, promotion, tenure and dismissal of faculty members.

Make final decisions on granting of tenure to faculty members, giving due consideration to the recommendations of the appropriate committees, the chief academic officer and the President.

Authorize the awarding of all earned degrees upon recommendation of the faculty and the administration.

Authorize the awarding of all honorary degrees.

Provide for the establishment of policies related to instruction, extracurricular activities, the campus and the residential life of students.

Provide for the establishment of policies for management of the business affairs of the University, including budget, investment, audit, maintenance, endowment, contracts, leases and all other business matters.

Authorize the acquisition, management and (subject to the approval of the Secretary of Education) disposition of all real property.

Seek out ways and means to become acquainted with all facets of the University and to become familiar with forces, issues, and concerns about education for deaf and hard of hearing persons, and for deaf and hard of hearing persons who have other disabilities.

Exercise general oversight concerning the receipt of bequests or devises of property of every kind on behalf of the University, and manage and invest such property in accordance with donor intent and University policy.

Enter into, make, perform and carry out contracts of every kind for any lawful purpose.

Appoint independent certified public accountants to perform a yearly audit of the financial accounts, records and resources of the University. Appoint an internal auditor to provide professional reviews, reliable appraisals, and recommendations for the effective and efficient achievement of financial and operating objectives of the University.

Appoint outside consultants as the Board may deem necessary to review specific areas of the University's operations, or such other matters related to the University or to the education of deaf and hard of hearing persons as the Board may request, and to report their recommendations to the President and the Board.

Section 2.2.0 Membership and Terms. The Board of Trustees shall consist of twenty-one Voting Trustees and such number of Non-voting Trustees as the Board deems appropriate. A majority of the Voting Trustees shall be deaf or hard of hearing; provided, however, that failure to maintain a majority who are deaf or hard of hearing shall not diminish the Board's authority to act on any matter, which may come before it. As used in these Bylaws, the term "Voting Trustees" refers to all Trustees then in office who are eligible to vote, regardless of whether they are in attendance or cast their vote on a particular matter.

Section 2.2.1 Voting Trustees—Public Members. Three Voting Trustees shall be public members ("Public Members"), one of whom shall be a United States Senator appointed by the President of the Senate, and two shall be Members of the House of Representatives appointed by the Speaker of the House. The Public Members shall be appointed for a term of two years commencing at the beginning of each Congress, shall be eligible for reappointment, and shall serve until their successors are appointed.

Section 2.2.2 Voting Trustees—Non-Public Members. The other eighteen Voting Trustees ("Non-Public Members") shall be elected by the Board of Trustees. One Non-Public Member shall be elected pursuant to the regulations of the Board of Trustees, on nomination by the Gallaudet University Alumni Association. The Non-Public Members shall serve a term of three years, shall be eligible for reelection for up to three additional terms, and shall serve until their successors are elected and qualified.

Section 2.2.3 Non-Voting Trustees. There may also be Honorary and Emeritus members of the Board, who shall be non-voting, who shall be elected by the Voting Members of the Board.

Section 2.2.4 Honorary Trustees. Those individuals who have or who may serve the University and the advocacy of the education of, or for heightened quality of life for, deaf and hard of hearing persons with distinction may be elected Honorary Trustees. Such Trustees may attend meetings at the invitation of the Chair, and shall have the privilege of the floor but shall serve without vote and shall not be counted as a member of the Board for any purpose. Honorary Trustees shall be elected for life unless the election is revoked for cause by the Trustees.

Section 2.2.5 Trustees Emeriti. Those former Trustees who have served for a minimum of two terms may, upon recommendation of the Committee on Trustees, be elected by a majority of the board as a Trustee Emeritus. Trustee Emeriti may attend meetings of the Board of Trustees at the invitation of the Chair. When in attendance, Trustee Emeriti shall have the privilege of the floor but not have voting powers. A Trustee Emeritus shall not be counted as a member of the Board for any purpose. Trustees Emeriti shall be elected for life unless the election is revoked for cause by the Trustees.

Section 2.2.6 The President. The President of the University shall be a Trustee, ex-officio, and shall sit with voice, but no vote, on the Board, the Executive Committee, and standing committees other than the Committee on Compensation and special subcommittees. The President shall provide interpreters and support staff to the Board and committees as appropriate.

Section 2.2.7 Qualifications and Nominations. Nominations for Non-Public Members and for Honorary or Emeritus Trustees shall be made by the Committee on Trustees upon due study and analysis of the qualifications of persons interested in, concerned for, committed to and hopeful of strong advocacy for the education of, or for heightened quality of life for, persons who are deaf or hard of hearing. The Committee on Trustees shall objectively and thoroughly study the qualifications of persons important to the mission of the University and recommend such persons at any regular meeting of the Board of Trustees.

Section 2.2.8 Representation. The Board of Trustees shall act collectively. No Trustee acting alone and without delegated authority shall act as an agent or representative of the University. Trustees shall act and serve as Trustees rather than as representatives of any special group or constituency.

Section 2.2.9 Termination. A Trustee's term shall automatically expire upon death or upon the filing of a written resignation with the Secretary of the Board.

Section 2.2.10 Removal. The Board, by vote of a majority of all Voting Trustees then in office, is authorized to remove any Trustee (except the Public Members) who may refuse or neglect to discharge the duties of a Trustee, or whose removal, in the judgment of said majority, is in the interest and welfare of the University. Notice of any proposed removal shall be provided to all Board members at least ten days in advance of such vote.

Section 2.2.11 Absence of Trustees from MeetingsIn the event of an unexplained absence of any Trustee (except the Public Members) from three consecutive stated meetings of the Board of Trustees, the Board of Trustees may declare that said absence constitutes the resignation of such Trustee from the Board of Trustees.

Section 2.2.12 Vacancies. In the event of any vacancy of the Board, such vacancy shall be filled as provided in this Article of these Bylaws. Interim vacancies of Public Members shall be filled for the unexpired portion of the term of the Trustee being replaced. Interim vacancies of Non-Public Members may be filled for the unexpired portion of the term of the Trustee being replaced or for a longer period (but not more than three years) as the Board deems appropriate.

These Bylaws were last amended by action of the Board of Trustees on May 13, 2011.